Friendship's New Flight: The Spider-Crew
by Masterob
Summary: A two chapter crossover of my two fanfic series, Friendship's New Flight and The Spider-Crew. Just the two worlds making a brief greeting to each other.
1. Two Worlds Meet

In the world of Marvel, Reed Richards is continuing his work on his portal machine. He expects to find several more Universes similar to his own, but does wonder if there exists a world different from his own.

If there exists worlds like Asgard, which is different than the norm, then the possibility of an entirely new world isn't that hard to believe.

He wasn't alone though, with him included the rest of his team in Susan, Johnny and Ben, along with other Superheroes, such as Peter Parker, the Spider-Man, his friends Spider-Gwen as well as X-23 and the Wolverine, Logan.

"How long has Reed been experimenting on this?" Peter asked Johnny.

"A couple of weeks, see spending so much time with Doctor Strange and the fact that he guards a bunch of dimensions made him wonder if he could access them, through science of course," Johnny using quotation fingers on the last part.

"I can, and I know I can," Reed insisted. "Science in it's way is a form of magic, only a bit more reliable."

Johnny leaned in to whisper to his friends, "The guy still can't accept magic as a real thing."

"I've noticed," Peter said, then spone to Reed. "Um, let's say you find another dimension, what then?"

"I'll document it of course, plus it'll be interesting to see what type of lives they lead," Reed said. "This has me really excited, it's bound to be very interesting and a good point in science!"

"Just try not to go too crazy there Reed," Johnny teased. "We don't want random monsters crawling out of there."

"I have precautions like that properly taken Johnny, no need to fret," Reed said.

"Fret?" Johnny repeated.

"I've just got a few more adjustments to make, then the infinite possibilities of the Multiverse will bestow upon all of us, and a chance to behold all of it's marvels!" Reed said.

Laura groaned in annoyance, "Just get on with it, I'm getting bored here."

"Laura, behave," Logan warned.

"Don't order me around," Laura said. "Why are you even here anyway?"

"To keep you under control," Logan said. "I know you've been fine with Parker this past year but I don't want him getting too overwhelmed."

"I don't overwhelm him, he likes having me around," Laura said. "Tell him Peter."

"That is true Laura, but best mind what Logan says, young heroes like us need wise older dudes like him to boss us around," Peter said in a teasing way.

"Way to put it into fine words dimwit," Logan said.

Laura huffed a bit, "Still don't think I need anyone bossing me around."

Suddenly the machine started to activate, getting everyone's attention.

"I think it's working!" Reed said, getting really excited. "Everyone brace yourselves!"

"This better not bring out some freaky creatures," Gwen said.

Meanwhile in the world of Equestria, a mare known as Sunset Shimmer was doing something similar. Her interest in the multiverse led her to experiment in trying to find other dimensions.

She had even asked Twilight to stay around and observe. Sunset has a lot of respect for the Princess of Friendship after all.

Of course all of Twilight's friends were there, as was Thunderlane, who was confused as to what was happening, though didnt say anything to avoid looking stupid.

"So how confident are you with this portal Sunset?" Twilight asked.

"Extremely, I think this could lead to some amazing things in the future," Sunset said. "Imagine all the possibilites for us, all the soon to be made discoveries!"

"These discoveries won't bring out any freaky monsters, will it?" Thunderlane asked. "I mean going through portals means risking running into dangerous creatures."

"There is no risk without reward Thunderlane," Sunset said. "But don't worry, if anything goes wrong I should be able to fight the problem off."

"With our help of course," Twilight said.

"Exactly, so don't worry to much Thunder," Rainbow Dash said. "But if you get too scared, I'll hold your hoof."

"Real funny Dash," Thunderlane said with an angry blush.

Suddenly the portals started to react weirdly, getting everypony's attention.

"The machine's working, everypony get ready!" Sunset shouted.

"Wonder what's going to come out?" Applejack wondered out loud.

In both Universes, the machine and magic portal started reacting, sensing each other as time and space started to tear apart, opening a portal between both worlds, connecting Marvel Earth to that of Equestria.

Both worlds were visible to one another, as the heroes and the ponies glanced at each other, looking really curious.

"Wow, I think I got through," Reed said.

"Yes, the portal worked!" Sunset said.

Both sides gazed at each other, looking really confused at the sight.

"Um, are those...ponies?" Peter asked.

"Those are humans I believe," Twilight said.

Both Peter and Twilight stepped toward each other, holding their hand and hoof out, reaching to the portal on the other side.

"Twilight, please be careful," Fluttershy warned.

"Take it nice and easy Parker," Logan warned.

Both Peter and Twilight touched, feeling the limbs of each other, still very curious.

"Is it real?" Johnny asked.

"Do you feel anything?" Rainbow Dash asked.

Both Peter and Twilight turned back to their friends and uttered the same thing, "They're real!"

Both sides curiously walked over to the portal, wanting to see this for themselves, with Peter and Twilight still holding onto one another.

"My name's Peter, what's yours?" Peter asked.

"Twilight, it's nice to meet you Peter," Twilight said.

"Same here Twilight...wow, a real talking pony, never thought I'd ever see anything like this," Peter said.

"I take it ponies don't talk in your dimension?" Twilight asked.

"No, not normally at least," Peter said.

"Well humans don't exist in my dimension, so I guess we're both experiencing something rare," Twilight said.

"This is quite fascinating," Reed said. "This will do wonders for my research, a dimension entirely of ponies!"

"You like exploring dimensions as well?" Sunset asked. "Looks like we have something in common, I've been looking for alternate worlds as well."

Rainbow Dash examined the portal, "So, how long will this portal stay open exactly?"

"My guess, about a few hours, since it's about noon right now, I'd say til the sun goes down," Reed said.

"It's the best he can do for now," Susan said. "Reed knew it'd be hard to keep a portal open for long."

"With a failsafe should the locals here have been hostile," Reed said.

"Kinda glad, I was hoping for a long open portal as well," Sunset said.

"Well now that it's open, what now?" Johnny asked.

"Now, we learn from this world, it'd make for an interesting study," Reed said.

"That sounds fun, I do enjoy a good study session," Twilight said.

"Hey me too!" Peter said. "It's a good side hobby when I'm not doing my other things."

"Oh yeah, you wanted to be a Chemist when you grew up, or a Physist" Gwen said. "I mean you still can, can't you?"

"Kinda hard when you have to be a Superhero," Peter said.

"You're a Superhero!?" Twilight asked. "Huh, new wonders I guess."

Rainbow Dash quickly flew over to Peter, "You're a Superhero?"

"Well, yeah I'm-" Peter's explaination was interrupted by Johnny.

"Yo Pete, don't you have a secret identity to keep, well...secret?" Johnny asked, getting an awkward blush from Peter.

"Kinda forgot about that, really should have considered that before revealing my name," Peter said. "Actually, maybe I should have kept my mask on."

"I won't tell anypony, I promise," Twilight said.

"Did she just say 'anypony'?" Laura asked. "That's some weird grammar."

"Laura, that's not nice," Susan said. "We might have words they could find weird too you know."

Peter focused back on Twilight, "Well I think I can tell you, after all you seem nice."

"Wow, you must really like her if you're going to trust her with that secret," Johnny said. "Took you months to tell me."

"Because I didn't like you," Peter said.

"Huh? Why not! Haven't I always been like a brother to you?" Johnny asked.

"You used to call me 'nerd', 'dork', 'loser', you treated me like trash, and when I had a crush on your sister, you did everything you could to sabotouge it, I think I have a pretty good reason not to have liked you," Peter said.

Johnny looked a little annoyed, "Yeah well...your jokes were lame, but you don't see me holding a grudge about it." He then glanced to the side as he muttered, "Plus I haven't forgotten that alternate dimension where you did marry Sue."

Peter rolled his eyes, "Besides who would she tell? I only need to keep this a secret here, and I doubt she's going to go find and tell someone."

"I wouldn't even know where to look," Twilight said. "Not that I would try, besides I might run into trouble if I do."

"Yeah this world's full of evil villains," Gwen confirmed.

"Same here, somewhat," Rainbow Dash said.

"Really, seems like a nice and happy world," Johnny said.

"You'd be surprised," Twilight said. "Let's just say ponies aren't the only creatures that inhabit this world."

"Even more fascinating," Reed pointed out.

"Dude, is that all you're going to say?" Johnny asked. "We get it, this world is fascinating."

"Fine, how about intriguing? Or extraordinary?" Reed asked. "Any other words you'd prefer?"

"Um, can we get back to the topic at hand here?" Peter said, then focused on Twilight. "To answer your earlier question Twilight, I'm known as the hero Spider-Man, basically I can do whatever a Spider can."

"Anything a spider can?" Twilight asked.

"Pretty much, aside from making my own webbing, at least from my body, I have to use chemicals to make it," Peter said. "Helps that I studied chemisty."

"That's so fascinating," Twilight said, getting a groan from Johnny, much to her annoyance. "Well it is!"

"Ignore him, it's hard not to be fascinated right now," Peter said. "So, can you tell me about yourself? I mean I notice that some of your friends either have horns, wings or neither, but you have both."

"I'm a differnent breed of pony," Twilight explained. "As you can see, two of my friends have only horns, they're Unicorns."

"I've heard of Unicorns, never actually seen one up close," Peter said.

"Three of my friends have wings, so they're Pegasus Ponies," Twilight said.

"I think Asgard has Pegasus ponies," Peter said, then turned to his friends. "Did Thor mention anything like that?"

"He mentioned Valkaries, and that they each have their own Pegasus they ride on," Logan said. "He mentioned wanting to be one, until he found out only women became Valkaries."

"What's Asgard?" Twilight asked. "And what does a Valkarie do?"

"That's going to take a while to explain," Peter said. "Mind continuing?"

"Oh right," Twilight said. "Lastly two of my friends have neither, so they're Earth Ponies. They make up for their lack of magic or flying with their strength, Earth Ponies are naturally stronger than regular ponies."

"My sister Maud is super duper strong!" Pinkie said, appearing next to Peter randomly, freaking him out and making him fall over.

"Whoa, my Spider Sense didn't even go off," Peter said.

"Spider Sense?" Twilight asked. "What does that do?"

"It's kinda like a beacon that warns me of danger or any other surprises," Peter said. "Part of being a Spider, I get that extra sense."

"Sounds like my Pinkie Sense," Pinkie said, getting a confused glare from Peter.

"What's a Pinkie Sense?" Peter asked.

"That...is complicated to explain, believe me I followed Pinkie around all day trying to figure that out once, it did not make any scientific sense," Twilight said.

"Wait, you're into science? I thought you were magic creatures, the two don't exactly mix," Reed said.

Twilight gave a confused glare, "Yes they do, there's science in magic."

Reed scoffed a bit, "Yeah ok, maybe in this world."

Twilight turned to Peter, "I take it there's no magic in this world?"

"There is, but Mr. Man of Science refuses to accept it," Peter said, gesturing to Reed. "Seriously, we're friends with a Powerful Sorcerer who can warp through dimensions, he can even manipulate time, though it's kinda risky."

"Time manipulation is risky, and difficult too," Twilight said. "I don't tamper with it much, too much of a headache."

"Sounds like it, so Wings are Flight, Horns are Magic, and None is Strength, that correct so far?" Peter asked.

"Yes, now me, I'm an Alicorn, the fourth one to be precise, there's only five of us in existance, one of them being my Sister-in-Law Cadance and the other being my baby niece Flurry Heart," Twilight said.

"Alicorn, that suppose be like Godly Magic?" Peter asked.

"In a way, the original two included my mentor and the ruler of our World, Princess Celestia, and her younger sister, Princess Luna. Aside from my niece, nopony is born an Alicorn, I was a Unicorn before I got my wings," Twilight said.

"Um, how do you become an Alicorn then?" Peter asked.

"By performing an Amazing feat, Celestia can raise the sun, Luna can raise the moon, Cadance learned the magic of love, and I learned the Magic of Friendship," Twilight said.

"Ok, this is getting stupid, I'm leaving," Laura said, walking off.

"Laura! Get back here!" Logan shouted, going after Laura.

Ben shook his head in shame, "That kid's got a lot of respect to learn."

Peter ignored Laura's outburst and focused back on Twilight, "So, Alicorn, Friendship, that how it was?"

"In a way, figuring out the Magic of Friendship helped me become The Princess of Friendship," Twilight said.

"Wow, that's-wait, you're a Princess?" Peter asked, getting a nod from Twilight. "Oh crap, um, should I be bowing or something?" Peter scrambled to get into a grobble position. "Is this right?"

"What? No, no, no, you don't need to bow, I don't like being treated like a Princess that much, I want to be treated like anypony else," Twilight said.

"That's stupid!" they heard Laura shout from far off.

"Dammit Laura!" Logan shouted.

Applejack trotted over to Peter, placing her hoof on his shoulder, "You can get up partner, the best thing you can do is treat her like a friend, not like royalty."

"She hardly likes wearing her crown," Rarity added.

Peter slowly got up, blushing a little from the embarrassment, "Sorry about that, when I hear Princess I think of bowing."

"That's fine, I don't blame you," Twilight said. "It's actually kind of flattering, but it's not needed."

"We like your modesty," Gwen said. "Kinda hope the other Princesses are like that."

"Oh they are, I can assure you of that," Twilight said. "Anyway now that we've been aquainted, would you like to see our world more?"

"Why yes, we'd be delighted!" Reed said.

"Count me in," Gwen said.

"What about their world?" Rainbow Dash asked. "I'd kinda like to see that."

"Didn't they say it's kinda dangerous?" Thunderlane asked.

"I'm not letting that stop me," Rainbow Dash said.

Johnny chuckled, "Wow, admire your bravery, you wanna see this world, come fly with me."

"With you?" Rainbow Dash asked. "Um, I don't see any wings, and no offense but I'm not carrying you."

"You don't need to, check this out," Johnny said, then got into position. "FLAME ON!"

Within moments, his entire body was covered in flames, much to the awe of Rainbow Dash and the other ponies.

"Whoa! Is that your superpower!?" Rainbow Dash asked.

"Yeah, my power is fire," Johnny said. "I can use it to fly and I can blast enemies with it. It even lets me regulate the temperature in my body, I never feel hot, or cold."

"Wow, that's a really handy power," Rainbow Dash said.

"My friend and fellow hero Bobby, he can do the same, but with ice," Johnny said. "Of course my power's cooler."

"Wouldn't his powers be cooler?" Pinkie asked. "He covers himself in ice, and ice is cool."

Johnny just stared curiously at Pinkie, then gestured to her as he faced her friends.

"She's just being random," Twilight said.

"So you have your own Deadpool," Peter said.

"Someone mention me?" Deadpool asked, appearing out of nowhere and startling everyone.

"Dude, where'd you come from!?" Peter asked.

"My Pony Senses were tingling, so I came running over," Deadpool said.

Peter looked almost at a loss of words, "Since when do you have-"

"Sweet, talking ponies!" Deadpool shouted, completely ignoring Peter and lifting up Pinkie Pie. "You're so damn cute!"

"Aw, you're so nice," Pinkie said.

Deadpool then hugged her tightly, "So soft, and she smells really pretty, almost like cotton candy, and her hug is so warm!"

Pinkie looked curious for a second, then turned to her friends, "I like him, he's friendly."

"Yeah, now tell me," Deadpool looked right into her eyes. "Are you single?"

Pinkie blushed immediately at that, "Um, I kinda like somepony already, sorry."

"Damn, oh well, I tried," Deadpool said. "Can we at least be friends?"

"Of course! I like having friends!" Pinkie said.

Deadpool turned toward his realm, "Then let's go and explore!" He then jumped out of the nearby window, freaking everyone out.

"Is he crazy!?" Rarity shouted, as she and the others rushed over, though fortunately Deadpool was fine, he was riding on a hot-air balloon with Pinkie.

"See you later!" Pinkie shouted, to everyone's relief, and confusion.

"Wait, where the hell did he get a hot-air balloon?" Ben asked.

"I thought Pinkie Pie was random, she finally found her match," Rainbow Dash said.

"Let's follow their cue Rainbow pony," Johnny said.

"Right, and the name's Rainbow Dash, fastest flyer in The Wonderbolts."

"Cool name, I'm Johnny, most awesome member of The Fantastic Four."

The two did a fist-hoof bump and flew away from the building.

Thunderlane looked a little concerned, "Um, is he the flirty kind? I don't think I want him with my marefriend."

"Well, he is flirty, but assuming your, marefriend, tells him she's taken he'll back off," Sue said. "My brother is a lot of things, but he would never take another guy's girl."

"But your friend there said he broke him and you up or something," Thunderlane said.

"That, was a bit more personal," Sue said. "She'll be fine, especially if she's completely faithful to you."

That garnered a bit of an awkward silence, then a nervous smile. "Yeah, she is."

Twilight used her magic to grab Peter by the hand, "Come on, let me show you around."

Peter followed Twilight while turning to his friends, "See you all later I guess?"

Gwen waved bye, then turned to Thunderlane, "Wanna take your mind off your girlfriend leaving?"

Thunderlane focused back on Gwen, "Well I'm sure my little brother would like to see you, what's your Superpower by the way? Assuming you have one."

"Same as Peter's," Gwen confirmed. "I'm also a Spider, pretty cool right?"

"Are there more of you?" Thunderlane asked.

"I'm sure there's a lot more, but for now it's just us," Gwen said.

Thunderlane gestured her to come, "Well let me show you around Equestria."

Those two had left as well, leaving all the others still there.

"So, would you like to come as well Mr..." Sunset asked Reed.

"Richards, or Fantastic, that is my hero name," Reed confirmed, then started demonstrating his powers. "My abilities allow me to stretch my limbs."

"Incredible!" Sunset said. "I wish to know more. Do you have any other friends?"

"They might be showing up soon, I did send an invitation to all of them," Reed said. "At least the ones in Peter's group."

"Good thing too," they heard. They turned to see Bobby, Remy, Felicia and Eddie standing there in shock, alongside Logan who finally got Laura back. "Beause this is one freaken awesome discovery!"

"I'll say," they heard from nearby. The ponies turned to see Lightning Dust, standing beside her was Trixie. "This looks so unusual."

"Well, let's stay and chat for a bit," Reed said.


	2. Friends in Two Dimensions

Back in Ponyville, Twilight had shown Peter her castle where she lives. "This used to be a Library in the shape of a tree, after a battle with a monter named Tirek, it became this big, beautiful castle that I call my new home."

"This thing's giant!" Peter said. "Also what's this about a monster?"

"I have my fair share of enemies, like I said, more than just ponies in this world, and not all other creatures are friendly, though a good portion of them are," Twilight explained.

"Well we both have our enemies, I can't go a day without running into the likes of Green Goblin, Doc Ock or Hydro Man," Peter explained.

"Life of a Superhero I'm guessing," Twilight said.

"Pretty much," Peter said. "You're so lucky you live in a cool looking castle, um do you live alone?"

"No, I have my assistant Spike, he's a Baby Dragon," Twilight said.

"You have a Dragon living here? Even cooler," Peter said.

"I also have my friend Starlight Glimmer, how we met was kind of interesting, but it's best if she told you since it's very personal for her," Twilight said. "Where exactly do you live?"

"Just a small apartment, it's not much, but it's my home," Peter said. "Plus I didn't want to move too far away from my Aunt's house."

"That's sweet, I take it you're close with your aunt," Twilight said.

"Well yeah, she actually raised me from birth," Peter said. "I never got to know my parents, so my Aunt and Uncle took me in and raised me to be an adult."

"Oh, sorry about your parents, do you know what happened?" Twilight asked.

"I was too young to remember, my Aunt and Uncle were my mom and dad for all my life, so I never really felt like I missed out," Peter said.

"Makes me feel lucky to have my parents, I still see them on occasion, they live back where that portal was made, I moved here a few years ago to make friends," Twilight said. "I was quite the bookworm and almost refused to make friends, thinking they were pointless."

"That's harsh, glad you changed your mind, big change if you're a Princess," Peter said. "I didn't have a lot of friends growing up, I was kind of nerdy so most kids avoided me."

"That's so mean," Twilight said. "You seem so nice."

"That's city life, does this world have cities?" Peter asked.

"Actually yes, the closest one is Manehattan," Twilight said.

"So I take it-wait, did you say 'Manehattan'?" Peter asked.

"Yeah why?" Twilight asked, getting an odd stare from Peter.

"Nevermind," that was unusual for Peter to hear. "Anyway do you have any other relatives?"

"Just my brother, his wife and my niece, they live and rule over The Crystal Empire," Twilight said.

"Crystal Empire huh? Reminds me of another hero, though different than my world," Peter said.

"Different? How?" Twilight asked.

"That's a long explaination, I'll be glad to tell you soon," Peter said. "Anywhere else you'd like to show me?"

Before Twilight could answer, she heard some excited shouts nearby, "Wow, you're amazing!"

"That sounds like Thunderlane," Twilight said.

"That's so cool! Wish I could do that!"

"And that was Rumble," Twilight said, then had an idea. "Come, let's go say 'hello' to them!"

Peter then followed Twilight to the location. There they can see Gwen showing off some web swinging tricks to Thunderlane, his brother Rumble, the twins Flitter and Cloudchaser, as well as The Cutie Mark Crusaders, Apple Bloom, Sweetie Belle and Scootaloo.

Gwen landed after performing a complicated trick, "Pretty nice, I've been practicing that one for weeks."

"It was beautiful!" Rumble said. "You're really talented Miss."

"Call me 'Gwen', and thanks," Gwen said. "What about you four? You said you do ariel tricks yourselves."

"Yeah, we have our own little thing we do together," Cloudchaser said. "It's pretty damn awesome too, if I say so myself."

"I'll hold you to that," Gwen said, then noticed Peter and Twilight. "Hey, come to watch the show?"

Everypony else turned to the two, Peter getting the attention of the twins and the foals.

"Wow, another human?" Rumble asked. "Do you have powers too?"

"Yeah, same as Gwen's," Peter said. "My name's Peter, nice to see you."

"I'm Rumble, and if you have the same powers as Gwen, can you do the tricks she was doing?" Rumble asked.

Peter sheepishly rubbed his head, "Well...I really don't like to show off."

"That's his way of saying he can't," Gwen teased, much to Peter's annoyance.

"I so can!" Peter insisted.

Twilght giggled at Peter's response, "Alright, let's try to get along here, this isn't a competition."

"It can be, if we get The Wonderbolts to start up a show," Rumble said. "So you two have the same powers, and you dress almost the same, are you two in a team together?"

"Well I dressed like this before the team, but yeah," Gwen said.

"Are you two also dating?" Flitter asked, getting a surprised reaction from Peter.

"How did teaming together lead to a question like that?" Peter asked.

"Thats' how my brother got with his marefriend," Rumble said. "They teamed up, now they love each other."

Twilight briefly cringed at hearing that, which Thunderlane noticed, "Let's not ask anymore, it can be embarrassing to talk about."

"It is," Gwen said. "But yeah, he's madly in love with me."

"Hey don't make it sound one-sided!" Peter said. "Not that we're officially a 'couple' persay, I'm still trying to figure things out."

"You mean with Laura?" Gwen asked. "Still can't pick between us, yet we'll gladly let you have both of us."

Peter groaned in annoyance, "See I can't tell if you're being sarcastic or not, and I really hope you are."

"Why? It's an awesome idea, really works too," Rumble said, bringing Sweetie Belle in with one hoof, Scootaloo with another and Apple Bloom with his wing. "I know from experience."

"He doesn't share!" another colt's voice shouted.

"Go away Tender Taps!" Rumble shouted, then groaned. "Pain in the flank."

Peter turned to the colt far off, "Love's not easy kid!"

"Tell me about it," Tender Taps said, then left.

"I've had romance troubles too, not the most pleasant thing," Twilight said.

"Then let's focus on Friendship," Peter said, then knelt down to Rumble and the foals. "So, it seems like you have a tight knit group of friends."

"We sure do," Apple Bloom said. "We were bounded together by Cutie Marks."

"What's a Cutie Mark?" Peter asked.

"The mark on our flanks," Flitter said, pointing to it. "It shows what we can do."

"Want a closer look?" Cloudchaser asked, moving her flank close to Peter, causing him to freak out.

"Whoa, not often a girl shows me her butt so willingly," Peter said.

"Um, I'm showing you my flank," Cloudchaser said, then grinned a bit. "But if you're curious enough, maybe I'll let you touch my mark too."

Peter took some awkward steps back, "Appreciate the offer, but I'd rather not."

Thunderlane groaned, "Can you not do that in front of my brother, he's still a little boy."

"I'm fourteen, and only for a couple more months too!" Rumble shouted. "I'm old enough to do 'things' with mares."

"I know that quite well," Thunderlane said, narrowing his eyes at Rumble. "That doesn't mean you should treat it like nothing."

"He's got a point," Gwen said. "I mean, I'm in my mid-20s and even I don't take it lightly."

"I find that hard to believe," Peter muttered, though still got a hard punch from Gwen.

"I heard that!" the spider girl shouted at the poor boy.

"Ow, jerk!" Peter said, rubbing his arm.

"Wow, that sounded rough," Gwen said.

"We have super strength, so yeah, it kinda hurts," Peter said.

Gwen knelt down to Rumble, "Mind what your brother says, even if you're at age, it's still a big responsibility."

"Sure thing Gwen," Rumble said. "Besides these girls keep me in line pretty well."

"We take good care of him," Apple Bloom said. "Especially since he's a year younger than us, so a year less mature."

"H-hey!" Rumble said.

"That and girls usually are more mature," Gwen said with a playful wink.

"What's that supposed to mean!?" Rumble, Thunderlane and Peter simutaniously shouted.

Twilight giggled a bit, then got Peter's attention, "Come with me into my castle, I'm sure there's some nice books you might like."

"Sounds fun," Peter said, following Twilight into her castle, though ran into two others that became curious by the sight of Peter.

"Um, Twilight, who's he?" Spike asked.

"More like what is he?" Starlight asked.

Twilight turned to Peter, "Meet my friends, Spike and Starlight." She turned to the two, "Spike, Starlight, meet Peter."

"Hello..." Peter said, waving a bit awkwardly to the two who matched the wave.

Off with Johnny and Rainbow Dash, the two were still flying over the city, flying past all the sky scrapers.

"There's the building Peter works at," Johnny said, pointing to The Daily Bugle.

"Cool," Rainbow said, then pointed ahead. "What building is that? Looks fancy"

Johnny looked where she was pointing, "That's Avengers Tower, home of the the strongest Superhero Team in this world, aside from the Fantastic Four, they're The Mighty Avengers."

"Wow, sounds awesome," Rainbow Dash said.

"Let's fly by!" Johnny said, gesturing Rainbow Dash to fly close to him. They flew past the building, getting the attention of one of The Avengers, Tony Stark. "Yo Stark!"

Tony looked out the window, not believing what he was seeing. "Am I going nuts? Why do I see Johnny Storm with a Rainbow pony?"

Johnny turned to Rainbow Dash, "That's Tony Stark, better known as Iron Man. Once he puts on his suit, he starts kicking bad guy ass."

"Does he kick ass better than you?" Rainbow Dash asked.

"Please, no one does that better than me," Johnny insisted, then waved bye to Stark and Avengers tower. "See you around rich boy!"

"Later Iron Man!" Rainbow Dash said, flying off as well.

Tony looked down at the coffee he was holding, "Did Pepper put something in this?"

Both Johnny and Rainbow Dash continued to fly over, doing their best to stay out of sight for the most part, not wanting to alert the people in town.

"There's so much to see in this world, too bad you can't stay long," Johnny said.

"For now, I'm sure that friend of yours and Sunset Shimmer will make another portal," Rainbow Dash said.

"That friend is actually my Brother-in-law Reed, he and my sister Susan have been married for some time," Johnny said. "They both really love science."

"So they're eggheads?" Rainbow Dash asked.

"Yeah, pretty much," Johnny said.

"Wow, just like Twilight," Rainbow Dash said.

"Well I guess we need eggheads, they create cool moments like this," Johnny said. "Race you the edge of town and back."

"Oh you're on!" Rainbow Dash said, the two flying into the distance, just past Pinkie and Deadpool's balloon.

"Wow, they're fast!" Pinkie said.

"Too fast, they need to enjoy these moments," Deadpool said. "A chance to relax with friends."

"You got a point," Pinkie said. "Where are your friends?"

"Hm, maybe I should call them up," Deadpool said, grabbing his phone and dialing a number. "Yo, Cable! It's me, Deadpool! You wanna meet this new friend of mine? She's really cool! She likes parties and she's got pink hair!...No I'm not imagining her! She's real!...Oh come on, have you seen the freaks in this world! How is Pink hair weird!? I know you've seen someone with Pink hair!...Look she's real, I'm telling you, she's a real life talking pony!...Hello? Cable? Helloooooo!" Deadpool hung up, "Guess he's busy, I'll talk to him later in person, I can tell he really enjoys my company, we even train a lot together. His favorite thing to do is pretend I'm the enemy and uses me for target practice, he really gets into it, like if he wants to completely annihalaite me."

Pinkie blinked for a few seconds, then immediately smiled, "Sounds fun!"

"It is!" Deadpool said. "Well let's continue enjoying this flight."

"With cake!" Pinkie shouted, holding up a tray of plates.

"I swear I love you!" Deadpool said, grabbing some. "Um, as a friend at least."

"I'm good with that," Pinkie said, munching on her cake.

Back with the linked portals, everyone was sitting together, as Eddie explained his prior experiences. "The suit just took over, started turning me into a monster. I used to hate Spider-Man, I wanted nothing more than to hurt him. Over time I realized, he was never the bad guy, I was the one at fault, I let my anger amd hatred take over my judgement. Thanks to Spider-Man, and this whole group, I was able to move past my hatred, and become the hero I knew I could be. That's my story, of how Venom put aside his villain past, and became a being worthy of heroics."

The ponies in the area seemed touched by Eddie's story, especially Sunset, Lightning Dust and Trixie.

"That's so great that you got past all of that hatred," Sunset said. "I know what it's like, even I've been subjected to that myself."

"Yeah, same here," Lightning Dust said. "I held a grudge for so long over being booted from The Wonderbolts, but thanks to my friends, and especially Trixie, I was able to move past all that and become better."

"Yes, grudges are meaningless, but Friendship is true," Trixie said.

"Glad I can find others who relate," Eddie said.

"You should talk to Princess Luna, she might find your story interesting as well," Rarity said.

Reed looked at the time and noticed the portal acting weird. "No, the portal, it's going to be closing soon."

"But I finally started tolerating this world," Laura said, who had been sitting close to Fluttershy. "It can't close now."

"Now let's not worry, I should be able to make another portal soon with Sunset Shimmer's assistance," Reed said. "It might take a while but this won't be the last time we're here."

"I do hope not, I've only known you all a few hours but you're lovely company," Rarity said.

"I kinda wanted to see that Apple farm," Remy said.

"We'll have time, someday," Reed said. "For now, let us prepare our good-byes."

Not too long later, Johnny, Rainbow Dash, Deadpool and Pinkie Pie also returned, then Twilight and Thunderlane returned with Peter and Gwen.

"Are you sure you're ok with me borrowing this book?" Peter asked. "I don't know when I'll be back, or if I'll be back at all."

"You seemed so interested, I can't let you leave without finishing it," Twilight said. "Plus I'm sure you'll be back, but if not, then consider it a reminder of me."

"Like I can forget a pretty face like yours," Peter said, getting a blush from Twilight.

"You're too kind," Twilight said. "You're pretty handsome yourself."

Laura growled a bit at hearing that, making Peter feel nervous. "Thanks Twilight."

Thunderlane flew over to Johnny, "You didn't try anything funny with my mare, did you?"

Johnny put his hands up defensively, "I did nothing dude, just a friendly race, that I won."

"You won!?" Rainbow Dash asked. "You're delusional Torch!"

"Accept loss with grace Dash," Johnny said.

"Tch, grace, sure," Rainbow Dash said. "Keep telling yourself that you won, maybe you'll actually buy into it."

Thunderlane seemd a bit relieved, much to the humor of Gwen. He turned to the Spider hero beside him, "Thanks for showing my brother those tricks."

"He's really cute, I hope I can see him and you again someday," Gwen said.

"I hope so too," Thunderlane said.

The two shared a quick hug before seperating to their side of the portal.

Logan knelt down beside Fluttershy, "Thanks for helping with Laura, good thing yer good with animals."

"It's not really my talent that helped, just some kindness, which she seems to really need," Fluttershy said.

"I ain't too good with that, kinda bummed you won't be around fer a while," Logan said.

Fluttershy placed her hoof on his shoulder, looking him straight in the eye, "You're much more capable than you think, believe in yourself Logan."

Logan nodded and once again thanked her before going back to his side of the portal.

Soon both sides were ready to depart.

"Bye Applejack, I hope to see your farm next time," Remy said with a small wave.

"Ah hope so too, mah family would like that too," Applejack said, with a tip of her hat.

"Oh, I forgot to tell that big rock guy about my family's farm!" Pinkie said, then shrugged it off. "Next time."

"Bye Pinkie, next time I'll come to Sugarcube Corner!" Deadpool said, waving at his friend.

"Oh, bye Wade! Yeah it'll be fun!" Pinkie said, waving bye.

"Bye Rarity, good luck on your clothes," Bobby said, doing a thumbs up.

"Next time I'll make something for you, it'll be a fun challenge," Rarity said with a nod.

"Bye Trixie, Lightning Dust, we should really talk more next time," Felicia said waved.

"It would be a pleasure," Trixie said with a bow.

"Yeah, we'll take you on a tour of our own," Lightning offered.

"Bye Thunderlane, tell Rumble I'll miss him," Gwen said with her own wave.

"He'll miss you too, so will I," Thunderlane said, sadly waving with his wing.

"Thanks for listening to my story," Venom said. "It meant a lot."

"We're happy to be an audience," Sunset said.

"See you later Rainbow Dash," Johnny said with a quick wave of his hand.

"Totally, next time you gotta take me inside Avengers Tower, then I'll take you to meet The Wonderbolts," Rainbow Dash said.

"It's a date," Johnny said.

"Hey!" Thunderlane shouted, looking really displeased.

Johnny smiled sheepishly, "Wrong choice of words."

Rainbow Dash chuckled as well, then flew over to kiss Thunderlane's cheek. "Relax will you?"

Thunderlane felt some relief.

"Bye Fluttershy, you were the least annoying here," Laura said.

"Laura!" Logan shouted, then tried to calm himself. "Um Laura, please mind the feelings of everyone else here."

Laura groaned, "Fine...I guess."

Fluttershy waved bye, "Bye Logan, bye Laura, I'll see you again soon."

Peter clutched the book Twilight gave him, "Bye Twilight, it was nice talking to you, Spike and Starlight."

"I wish they could have come, but they have so much to do," Twilight said. "I'll miss you though Peter, I hope to see you again, then we can really become friends."

"I already consider you one," Peter said with a smile.

Twilight looked relieved, "Good, me too."

Reed waved at the group, "Til next time, Sunset Shimmer."

Sunset nodded, "Til next time, Reed Richards."

Both portals closed, leaving the new friends seperated, but only for now. Perhaps they'll reunite again someday.

* * *

 **Always wanted to make a crossover like this. Might do more, this was just an experimentation so to say. If I come up with another idea, then expect another story.**


End file.
